Didn't See That Coming
by Pacce
Summary: When Carrot Top met Derpy, she didn't expect she'd just met her new best friend. And she certainly didn't expect to develop feelings for her. Warning this will have sexy times and is humanized. So, ya know, be warned.
1. Oblivious

Lyra felt the shallow waves splash over her toes as she tried to stretch her green bikini bottoms over more of her rear. "I told you I needed a new one, Bon-Bon," Lyra grumbled as she released the thin material which snapped back towards the center of her bottom. "It's all those extra desserts you've been making," she pouted as she looked over her shoulder, glaring at the picnic basket hooked onto Bon-Bon's arm.

Bon-Bon chuckled as the wind stirred the frills on her cream-coloured retro styled two piece. "I never forced you to eat them dear," she said with a wink. "Besides, you look better with a full rear bumper," she finished with a light slap from the back of her hand to the talked-about tushie. She beamed at the yelp from Lyra.

A short walk away, Carrot Top spun in delight as she took in the whole of the beach. The light wrap tied over the bottoms of her yellow and orange bikini floated around her in the air. A sudden breeze made her tuck into herself, her hand flying to her wide brimmed sun hat to keep it from flying away. She laughed, watching her curls billow on the breeze out of the corner of her eye. Carrot stretched out her body and took a deep inhale of the sea air. "Isn't this place beautiful Derpy," she called to her blond haired friend who, at the moment, had her back to her as she leaned on a tall stump.

Derpy had a shiver crawl up her spine as the wind rushed up her red shorts and light grey tank top which flowed in a wave across her back. "Yeah, it's great," she said dully.

The orange haired Carrot slipped a hand over Derpy's bare shoulder and put her own cheek against her friend's, her gaze following that of Derpy's forward facing eye. Carrot nodded and popped her lips. "You're looking at the parking lot."

"I haven't taken a day off in years. What will happen without me around," Derpy asked tight lipped, her brow furrowed.

Carrots reached up and twisted her fingers into Derpy's straw coloured hair. She turned to look at her friend's profile, she suppressed a giggle when her eyes drifted down to Derpy's name stenciled across her shirt. "I'm sure one of the other mail carriers can cover your route for one weekend."

Derpy whipped around, the tip of nose brushing against Carrot's own. "But what if something happens? What if they need me and I'm not there to help them,"

"Oh Derpy," Carrot Top sighed and turned away, her hair billowing into Derpy's face and tickling her nose. "You're acting like we tied you up and held you down and," Carrot trailed off, wavering in place as a wave of dizziness swept through her and her heart raced. "Is it hotter out here all of the sudden," she asked no one in particular as she leaned against the large stump.

"I think I need to sit down a minute," she said under her breath and placed her palms on the top of the stump. With the smallest grunt, she hoisted herself on top and wiggled into a comfortable sitting position facing the sea.

After several deep breaths, she looked up and out towards the sea. A smile spread warmly across her face. "Derpy, seriously, just _look_ at that sea and tell me you'd rather be back at work."

Derpy grumbled and sunk back down to the stump, pressing her forehead against the wood's surface. Carrot Top rolled her eyes. "Fine, suit yourself. But you're stuck here either way, so you might as well try to enjoy yourself."

"Alright, alright," Derpy muttered. Slowly, Derpy propped herself up on her elbows and turned her head. She opened her downcast eyes and let them drift towards the sea. They never made it that far; instead, both eyes fixed on Carrot's rear end as her every move tugged her bikini bottoms further down, exposing her soft, pale rump.

"Now isn't _that _just the prettiest thing you've ever seen, Derpy," Carrot Top asked spreading her arms wide, the movement dragging her bottoms half way down her butt.

"Mmmmfmmmm_hnnn_," Derpy agreed absently. Her breath had become shallow and she found herself biting her lip as a strange heat washed through her. Carrot leaned forward and the cloth of her suit all but vanished under the curve of her buttocks. The heat in Derpy's body settled into some very specific places and intensified.

"We really need to thank Lyra and Bon-Bon," Carrot said and she turned her head to face Derpy. "Don't you thi- oh my god!" She shrieked.

"What," Derpy said, her eyes quickly jumping to Carrot Top's face.

"Your face," Carrot pointed and held her other hand to her mouth. "You've gone all red!" Carrot slid forward, her cleavage disappearing under her suit, and she hastily put her hat onto the confused Derpy. "Why didn't you tell me your burn so easily? Didn't you put on any sunscreen?"

Derpy shook her head clear. "That stuff feels so gross," she whined.

"That's no excuse Derpy," Carrot top grumbled. She ran to the large picnic basket Bon-Bon had set down on the beach. Carrot Top chewed her lip as she rummaged past the food and took out a large bottle of lotion. "Now hold still," she said as she sprinted back to Derpy.

Carrot Top squeezed the lotion into her right hand before setting the bottle on the stump. She spread the lotion across her fingers and reached out to rub it on her friend's cheeks. Derpy recoiled from the cool cream, turning her head. Carrot grasped Derpy's face with both hands and took a step forward so that they were almost nose to nose. "I told you to hold still," she hissed.

Derpy was very still as Carrot caressed her face. Carrot's palms rubbed across her forehead and her fingertips slid down her nose and over her lips. Carrot slipped her hands behind Derpy's ears and lightly touched at the insides before stepping back, giving her a cockeyed look. "Derpy, what are you doing?"

Derpy became suddenly aware that her face was tilting forward and her lips were puckered. "Fish impression," her mouth said before her brain could think of a better answer.

Carrot Top snorted before breaking into a full laugh, clutching her arms over her stomach and doubling over. "Oh Derpy," she said as she wiped a tear away and craned her neck to look up at her friend. "You are just so ridiculous sometimes. I swear, I just love you; you know that?"

Derpy held her wrist in front of herself and twisted one ankle behind the other. She tilted her head down and her left eye went skyward as her right looked into Carrot's own. "I love you too. You're my best friend."

Carrot Top smiled broadly. "Well, that's good to know." she grabbed up the bottle of lotion and again squirted another helping on her hands. "Now let's get the rest of you."

Across the beach, Bon-Bon sat in the shallow surf with her head tucked under Lyra's chin, a blush spreading across her face as she watched Carrot's hands disappear under the collar of Derpy's shirt to rub her chest and shoulders. "Wow," Bon-Bon breathed, holding a hand over her mouth.

Lyra rubbed Bon-Bon's shoulders. "So how long until they start doing it on the beach, do you think?"

"I'm kinda surprised they aren't right now."

Lyra rolled her eyes. "Personally, I think they're both blind and retarded."

Bon-Bon gave Lyra a sharp smack to her calf. "Don't be rude." Bon-Bon turned her attention back to the other pair; Carrot was holding Derpy's shirt up just below her breasts to rub lotion on her stomach. "Oh my god," she whispered.

"Did you see when they fell asleep against each other in the car," Lyra asked eagerly into Bon-Bon's ear.

"Are you kidding? I took pictures," she said not taking her eyes off the other two girls.

Derpy's giggling broke through the air as she cried out. "That tickles Carrot!"

"Then stop moving around so much," Carrot countered as she resumed rubbing lotion up Derpy's inner thigh.

Bon-Bon's jaw hung open as she made tiny sounds of disbelief; across the beach, Carrot's finger tips slipped into the pant leg of Derpy's shorts. The blond girl let out a squeal of surprise. Lyra leaned forward, putting her teeth to Bon-Bon's earlobe, Lyra's hand drifting down Bon-Bon's belly. "I'll bet _we_ could do it right now without them noticing."

"Carrot, look!" Depry shouted pointing at Lyra and Bon-Bon. "They're getting all touchy feely on each other again."

Carrot Top bristled and turned to call at the pair. "Jeez you two, why don't you get a room for that stuff?"

Lyra and Bon-Bon exchanged twin looks of bewilderment. The two broke out in hysterical laughter and toppled backwards into the shallow waves.

"Those two are so weird," Derpy muttered. Carrot Top nodded her agreement and pulled her hand from under the waist band of her best friend's shorts.


	2. Restless

Carrot Top was dirty, sweaty, and tired as she jammed her spade into the soil of her garden. She was wavering between continuing her losing battle against a crop of carrots that refused to grow or setting fire to the whole mess and ordering a pizza when the sound of a crash and a yelp got her up and running. She yanked her work gloves from her hands and let them drop as she ran. She was actually smiling as she ran, she knew that crash and yelp could have only been one person, she just hoped Derpy hadn't hurt herself too badly.

Her unfortunately named, or was it nicknamed, friend was sitting in the ditch by the road and doubled over herself. Carrot noticed that Derpy's bike and mailbags were still in the road; a large branch lay in the street, the cause of her latest accident. "Is the mail okay," the blond woman in the grey uniform asked clutching her head.

"It's fine, all in its bag," Carrot said without checking to see if she was lying before she kneeled by her friend. She reached out and put her hands on either side of Derpy's face. "Now let me get a look at you," she said gently, her brow furrowing. Derpy dropped her hands and let Carrot guide her as she tipped her head back so that they were facing. Carrot looked her over and pushed her bangs up, looking for any injuries. "Open your eyes, let's make sure you didn't give yourself brain damage or anything." Derpy complied and Carrot found herself looking into Derpy's right eye as her left looked skyward. "Oh good, you're fine," Carrot sighed as she leaned back.

"I think I broke my shirt," Derpy said looking down. Carrot followed her eyes and saw that her uniform shirt was half burst open, almost to her stomach, the buttons gone. "Figures it would happen on laundry day," she laughed as her exposed cleavage heaved with each breath.

"That's okay," Carrot said reassuringly as she scooted forward, "I can help you with that." Derpy leaned back on her hands, pushing her chest forward as Carrot reached out. The orange haired woman smiled as her right hand gripped on side of the button up top while the other slipped under the fabric caressing the soft breast beneath. Derpy held her benign smile as Carrot squeezed firmly, clamping the erect nipple between her middle and ring finger. Carrot was starting to breath heavily, her left continued groping and her right tugged at the flap of shirt pulling it further open as the last buttons went flying. The ruined shirt fell off the smiling blond's shoulders leaving her naked from the waist up. "There, all better," Carrot said happily and shoved her face in between Derpy's breasts.

Carrot bolted upright in her bed with a gasp, her body slick with sweat, her hand between her legs under the thin sheet. She stared in shock before pulling her hand away and grabbing her forehead. "What was _that_," she asked herself groggily.

"Did you have a nightmare?" a voice asked next to her.

"Something like," Carrot stopped and slowly turned her head and found Derpy staring up at her, one worried eye on her face while the other examined the mattress. "Derpy, what are you," Carrot stopped again as she remembered that she had chosen to sleep naked that night and that the sheet was now only covering her lap. Grabbing the sheet with a speed that would make Rainbow Dash proud, she yanked it over herself while dropping flat to the mattress. "What are you doing here and in my bed?" she demanded.

Even in the darkened room, Carrot could see the the other woman bite her lip, her cheeks reddening. "I had a nightmare," she confessed.

"You live across town," Carrot said rubbing the bridge of her nose. "Why did you come here, I'm sure you've had nightmares before."

Derpy glanced away. "It was about you, something bad happened and I needed to make sure you were okay," she said quietly. "I mean I knew it was a dream because fish don't sing like that and because of the pixels, but I was scared it might be one of those prophecy dreams like in that movie we watched and so I came here to save you if it was." Derpy wrapped both her arms around Carrot's right arm and pulled it to her chest. "I know it's dumb, but I was so worried about you and scared that I had to see you, okay," she sniffled.

Carrot couldn't help but smile and she reached out with her left hand and ruffled Derpy's messy hair. "That's fine, thanks for worrying about me," she laughed as Derpy scrunched her face up and ducked into her shoulders. Carrot shifted her right arm still held by Derpy, her fingertips brushing against bare skin. Carrot Top's face went hot and a not at all unpleasant discomfort developed below. "Derpy," she began slowly, "Are you naked?"

"It was hot and the breeze felt nice," Derpy said dreamily, her eyes drifting shut. "It's not like it's the first time we've seen each other naked.

_Or the second or the thrid or the fifth_, Carrot thought to herself, _we gotta stop meeting like this_. She sat up on her elbows to look down at her friend, "You can borrow some of my clothes in the morning, but you gotta promise you won't go for a naked jog again. They arrest you for that."

"Okay," Derpy yawned, which set off a yawn in Carrot Top.

Derpy released Carrot's arm and was snoring in seconds. Carrot cradled her recently entrapped arm with its twin, absently stroking where Derpy's hands had gripped it. Once circulation had been restored, she dropped back to the bed.

While her head struck the familiar pillowy softness of her pillow, something warm was pressed against the back of her neck. She turned her head the left and saw a relaxed hand on the pillow next to her, she was laying on Derpy's left arm. Carrot smiled in spite of herself and just listened to the snoring of her bedroom companion. She rolled over on to her side and looked the hand over. Maybe it was just that she was half asleep, but she had an irresistible urge to examine it. Listening for a change in her bed mate's breathing, Carrot played her fingers over the tops of Derpy's. "Poor thing," Carrot whispered as she her fingertips ran over several paper cuts along each finger. "The mail is most unkind to you." Taking care to move as little as possible, she shimmied over in the bed and brought the hand to her lips and put small kisses on each of the cuts.

Emboldened by Derpy's refusal to stir, Carrot took the hand in both of hers and massaged each finger individually spreading them out and kissing the webbing. "You know what I'm going to do for you?" she whispered as went along. "I'm going to make you some gloves. Something thin enough for you to work in, but that'll keep you from getting those nasty paper cuts. I think you'd like that," she said as she laid Derpy's hand back on the pillow.

Carrot shut her eyes tightly and tried to will herself to sleep. The heat of the room was already irritating when she first had gone to bed, the addition of another warm body had made it insufferable and the sheets stuck to her skin like wet tissue paper. Most bothersome of all, was that most personal of needs, she had not finished in her sleep and the memories of her dream, as bizarre as the subject was, refused to fade. _Well, it would help me sleep_, she explained to herself. She thought of her even-breathing bed mate and ran her tongue over her lips, _I'll need to keep it quiet._

Her mind made up, her left hand began a slow crawl down her chest as her right started at rubbing her throat. Her right breast was her first stop, she imitated her dream caressing at first before going for a harder squeeze. Try as she might, she couldn't recapture that feeling that the dream had given. A soft sound sent a shiver down her spine making the hairs on her neck stand on end and quickened her heartbeat, Derpy was whispering in her sleep.

As slowly as she could, Carrot scooted back across the bed until her back met her friend's front and she could feel her breath on her neck. She resumed her self massage, this time there was a spark. Derpy's half formed and nonsensical words were like a fuel for her fire, the words themselves unimportant, just that she could hear her voice. She did not question the implications and instead reveled in the feeling.

Her left continued down across her stomach as her right slid across her jaw, both came to a stop as they met lips. She traced along, teasing her self, letting the a fingertip slip inside or catch on a lip, tugging it. Behind her, Derpy made a noise like a small gasp and Carrot bit her finger as two fingers pinched below.

Carrot rolled to her back as she continued, her other hand serving as a gag. She slid to the side, angling so that her shoulder pressed against Derpy's chest and brought her ear as close as she could to her lips. Her feet spread across the mattress as her hand worked faster, her right leg brushing against the mail carrier's, Carrot rubbed the other woman's foot with her own.

She'd never been one for fantasies, instead focusing on the feeling, but now her mind was full of images of blond hair and golden, misaimed eyes. Memories flooded through her, tiny moments from their time together. She thought of when she first caught Derpy raiding her fridge, she had thought it was a burgler until her little thief reminded her that she _had_ said she could come over "any time". She thought of riding on the back of Derpy's bike, clinging tight to her and shrieking as they careened madly through a "shortcut" in the woods. She thought of rubbing lotion on the cock-eyed woman's red face when the two had gone on vacation with some friends. She thought of that stupid, messy smile Derpy had given her after she shoved a whole piece of chocolate cake in her mouth. She thought of holding Derpy as she cried on her shoulder, someone's insults finally striking at her heart after ignoring so many. She thought of dancing at the club, the drunken Derpy attempting a grind style dance that left them in a pile of fallen club goers. With each thought that passed through her mind, Carrot quietly shrieked three words, _I love you_. She had said them to her before, they both had, but now they had taken on a sharper edge.

In her throes, the enraptured orange haired woman let her right hand join her left, the only noises she could make now was panting. The left pushed and pressed, the right caressed and pinched, her legs squeezed together. Her face pulled into a pained grimace, her forehead was beaded in sweat, she came in a silent scream.

She rode it, pressing and squeezing harder, dragging it out. She turned her head to face Derpy. Her eyes squeezed shut, she ran her lips and nose over her face, lightly tracing it's contours and drinking in her scent. When her lips found Derpy's she partially opened her mouth to feel those lips with the inside of her own and against the skin of her teeth, they breathed into each other. She rolled to her side, their breasts crushing together. A great pressure was building inside her rapidly and she abandoned all rational thought and jammed their mouths together in an impassioned kiss as she climaxed again.

She let the wave flood through her for two whole minutes until she unclenched and her entire body quieted, sated. Their lips still together, Carrot opened her eyes to see a golden one looking back at her as the other studied her hair. "Hi," she mumbled into Derpy's open mouth.

"Hi," Derpy echoed back before tilting her head back, their lips separating with a wet pop. "Can I ask you something?" She whispered.

Carrot was beyond terrified of what her friend's next words would be; accusations of perversion and declarations of the end of their friendship danced in her head. She nodded without saying a word.

Carrot felt Derpy's right hand trace across the backs of Carrot's own, both of which where still clutching her intimately. Derpy's fingertips were wet, sticky, and warm. "Did you mean it when you said you'd make me some gloves?" Her voice had a childish edge of excitement to it.

The part-time farmer's mind faltered and her mouth fell open. She glanced from side to side looking for some hint of sanity in the room and finding none. She looked back to Derpy. "Uh huh," she sounded.

"Awesome," Derpy said with a smile. The blond woman rolled forward so that she was half lying on her friend, one of her legs coming to a rest between Carrot's. She brought her right hand up and slid it up the length of her friend's neck and dug her fingers into her orange hair. With her left hand, she grabbed Carrot's wrist and pulled her arm over her back. Lying face to face, she ask, "Is this okay?"

Carrot Top nodded and Derpy gave another dopey smile before lowering her head. Further down, Carrot felt Derpy lay her head down atop her breast. "Thanks," she mumbled, "I know it's dumb, but sometimes I worry that I'll wake up and you'll just be something I made up. If we're like this, I can feel your heart beating and feel you breathing so I know you're really there." She rubbed her cheek against Carrot's chest before drifting off to sleep.

Carrot Top would not be able to ever explain why, but she wrapped her other arm behind Derpy's neck and squeezed. Burying her face in Derpy's hair, she softly sang a nameless tune. _This isn't at all like my dream_, she thought, tracing her fingers down her best friend's spine. _But it's pretty good._


End file.
